Item 4. |
Purpose of Transaction
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The Reporting Person acquired the securities of the Issuer for
investment purposes. The Reporting Person may purchase additional
securities or dispose of securities in varying amounts and at
varying times depending upon the Reporting Person’s continuing
assessments of pertinent factors, including the availability of
shares of Common Stock or other securities for purchase at
particular price levels, the business prospects of the Issuer,
other business investment opportunities, economic conditions, stock
market conditions, money market conditions, the attitudes and
actions of the Board and management of the Issuer, the availability
and nature of opportunities to dispose of shares of the Issuer and
other plans and requirements of the particular entities. The
Reporting Person may discuss items of mutual interest with the
Issuer, which could include items in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Depending upon assessments of the above factors, the Reporting
Person may change its present intentions as stated above and may
assess whether to make suggestions to the Board regarding
financing, and whether to acquire additional securities of the
Issuer, including shares of Common Stock (by means of open market
purchases, privately negotiated purchases, or otherwise) or to
dispose of some or all of the securities of the Issuer, including
shares of Common Stock, under its control. The Reporting Person may
seek to acquire other securities of the Issuer, including other
equity, debt, notes or other financial instruments related to the
Issuer or the Common Stock (which may include rights or securities
exercisable or convertible into securities of the Issuer), and/or
sell or otherwise dispose of some or all of such Issuer securities
or financial instruments (which may include distributing some or
all of such securities to such Reporting Person’s respective
partners or beneficiaries, as applicable) from time to time, in
each case, in open market or private transactions, block sales or
otherwise. Any transaction that the Reporting Person may pursue may
be made at any time and from time to time without prior notice and
will depend on a variety of factors, including, without limitation,
the price and availability of the Issuer’s securities or other
financial instruments, the Reporting Person’s trading and
investment strategies, subsequent developments affecting the
Issuer, the Issuer’s business and the Issuer’s prospects, other
investment and business opportunities available to such Reporting
Person, general industry and economic conditions, the securities
markets in general, tax considerations and other factors deemed
relevant by the Reporting Person.
The Reporting Person intends to review its investment in the Issuer
on an ongoing basis and, in the course of its review, may take
actions with respect to its investment or the Issuer, including
communicating from time to time with the Board, other members of
management, other securityholders of the Issuer, or other third
parties, advisors, such as legal, financial, regulatory, or other
advisors, to assist in the review and evaluation of strategic
alternatives. Such discussions and other actions may relate to
various alternative courses of action, including, without
limitation, those related to an extraordinary corporate transaction
(including, but not limited to a merger, reorganization or
liquidation) involving the Issuer or any of its subsidiaries; a
sale or transfer of a material portion of the assets of the Issuer
or any of its subsidiaries or the acquisition of material assets;
the formation of joint ventures or other strategic alliances with
the Issuer or any of its subsidiaries; changes in the present
business, operations, strategy, future plans or prospects of the
Issuer, financial or governance matters; changes to the Board or
management of the Issuer; changes to the capitalization, ownership
structure, dividend policy, business or corporate structure or
governance documents of the Issuer; de-listing or de-registration of the Issuer’s
securities; or any action similar to the foregoing. Such
discussions and actions may be exploratory in nature, and not rise
to the level of a plan or proposal.
The Reporting Person is currently a member of the Board and the
Chief Executive Officer and President of the Issuer. In such
capacity, the Reporting Person may have influence over the
corporate activities of the Issuer and may engage in communications
with the Issuer’s other directors, other members of management and
stockholders and third parties regarding the corporate governance,
business, operations, strategy or future plans (including proposed
corporate transactions of a significant nature) of the Issuer,
including any plans or proposals which may relate to items
described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Except as described in this Schedule 13D, the Reporting Person does
not have any present plans or proposals that relate to or would
result in any of the actions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D, although,
subject to the agreements described herein, the Reporting Person,
at any time and from time to time, may review, reconsider and
change their position and/or change its purpose and/or develop such
plans and may seek to influence management of the Issuer or the
Board with respect to the business and affairs of the Issuer and
may from time to time consider pursuing or proposing such matters
with advisors, the Issuer or other persons.